Helen Torley - President and Chief Executive Officer | HALOZYME THERAPEUTICS (HALO) Executive Profile & Compensation

About Helen Torley

Helen I. Torley, M.B. Ch.B., M.R.C.P., age 62, has served as President & CEO of Halozyme Therapeutics since 2014 and as a director since 2014, bringing 30+ years of drug development, commercialization, and general management experience; she holds a medical degree from the University of Glasgow and M.R.C.P. from the Royal College of Physicians, Glasgow . Under her leadership, Halozyme delivered 2024 total revenue of $1,015.3 million (+22% YoY) and net income of $444.1 million, while Halozyme’s stock rose 28% in 2024 and 223% over five years, evidencing strong value creation . Capital allocation highlights during her tenure include raising over $1.5 billion via follow-ons and convertible offerings and returning ~$1.55 billion through share repurchases to date . Governance structure separates Chair and CEO roles (independent Chair Jeffrey Henderson), with independent director executive sessions each regular meeting; Torley is not independent given her CEO role .

Past Roles

Organization	Role	Years	Strategic impact
Sandoz/Novartis	Clinical development and VP, Medical Affairs	1990–1997	Led Phase 1–4 studies across multiple diseases; led clinical development and successful FDA Advisory Committee processes (e.g., Neoral, Epogen, HyQvia); authored NDAs .
Bristol-Myers Squibb	Senior sales and marketing leadership	1997–2002	Built commercial capabilities across therapeutic areas; foundation for later GM roles .
Amgen	VP & GM U.S. Bone Health; VP & GM U.S. Nephrology	2002–2011	Launched Prolia (denosumab) and Sensipar (cinacalcet); significantly grew Epogen and Aranesp revenue; led large commercial teams .
Onyx Pharmaceuticals	Chief Commercial Officer	2011–2013	Led successful U.S. launch of Kyprolis (carfilzomib) until acquisition by Amgen .

External Roles

Organization	Role	Years	Notes
Quest Diagnostics	Director (recent past public company board experience)	Not disclosed	Cited as recent past public company board experience .

Fixed Compensation

Year	Base Salary ($)	Target Bonus (%)	Actual Bonus ($)
2022	871,732	90% (CEO target policy)	557,909
2023	920,000	90%	883,476
2024	960,000 (4.3% increase)	90% ($864,000 target)	1,363,392 (157.8% of target)

Performance Compensation

2024 Annual Cash Incentive – Corporate Scorecard (CEO payouts solely on corporate factor)

Metric	Weight	Threshold	Target	Maximum	Actual	Funding Contribution
Total Revenue from Existing Sources	40%	$865.0M	$897.0M	$935.0M	$957.5M	80%
New Revenue	25%	$10M	$50M	$75M	$27M	17.8%
Adjusted EBITDA	15%	$495M	$561M	$586M	$601.4M	30%
Production/release KPIs achieved	10%	3 of 5	4 of 5	5 of 5	Achieved 4 KPIs	10%
New patent filings	5%	2	4	6	6	10%
HVAI clinic readiness	5%	5/1–6/1	4/2–4/30	≤4/1	3/19/2024	10%
Total Corporate Performance Factor	—	—	—	—	—	157.8%

Notes: Patents and “New Revenue” defined in CD&A; European patent-related royalty uplift excluded from metrics by design .

2024 Long-Term Incentive (LTI) – Award Mix and Vesting

Component	2024 Grant-Date Value ($)	Vesting
PSUs (50%): Relative TSR PSUs (50% of PSU value) + Deal/Nomination PSUs (50%)	5,200,000	Cliff-vest at 3 years, subject to performance; Relative TSR vs subset of NASDAQ Biotech Index (threshold 25th pct = 50%, target 50th = 100%, max 75th = 150%) ; Deal/Nomination PSUs based on points for new deals/nominations (5=50%, 10=100%, 15=150%, 20+=200%) .
RSUs (35%)	3,640,000	25% annually over 4 years, service-based .
Stock Options (15%)	1,560,000	25% after 1 year; remaining 75% monthly over next 3 years; 10-year term .

PSU performance update (as of year-end measurement/certification): 2024 Relative TSR PSU first tranche earned at 131.18% (HALO TSR 17.6%, 65.59th percentile) and Deal/Nomination PSUs credited at 150% (15 points from 5 new nominations); both subject to time-vesting through 3rd anniversary .

2024 Grants – Share Detail

Grant Type	Grant Date	Shares/Units	Exercise/Price	Grant-Date Fair Value ($)
RSUs	2/23/2024	89,744	—	3,640,017
PSUs – Relative TSR	2/23/2024	Target 53,192	—	2,600,025
PSUs – Deal/Nomination	2/23/2024	Target 64,103	—	2,600,018
Stock Options	2/23/2024	93,002	$40.56	1,560,006

Equity Ownership & Alignment

Beneficial Ownership (as of March 4, 2025)

Holder	Beneficial Shares	% Outstanding	Notes
Helen I. Torley	2,505,521	2.0%	Includes 1,771,802 options exercisable within 60 days .

Stock Ownership Policy, Hedging/Pledging, Say-on-Pay

CEO ownership guideline: ≥6x base salary; all NEOs are in compliance as of Feb 1, 2025 .
Hedging and pledging of company stock are prohibited by policy .
2024 say‑on‑pay support: 97.9% approval; feedback considered in 2025 program design .

Outstanding Awards Snapshot (selected tranches, as of Dec 31, 2024)

Award	Grant Date	Status	Quantity	Key Terms / Value
Options	2/3/2016	Exercisable	376,569	$8.11 strike; expire 2/3/2026 .
Options	2/22/2017	Exercisable	251,923	$12.07 strike; expire 2/22/2027 .
Options	2/14/2018	Exercisable	201,552	$18.41 strike; expire 2/14/2028 .
Options	2/12/2019	Exercisable	250,218	$16.65 strike; expire 2/12/2029 .
Options	2/10/2020	Exercisable	266,051	$19.98 strike; expire 2/10/2030 .
Options	2/23/2024	Unexercisable	93,002	$40.56 strike; 10-year term; vests 25%/yr then monthly .
RSUs	2/15/2021	Unvested	13,092	$625,929 market value at $47.81 .
RSUs	2/16/2022	Unvested	42,018	$2,008,881 market value at $47.81 .
RSUs	2/16/2023	Unvested	50,624	$2,420,333 market value at $47.81 .
RSUs	2/23/2024	Unvested	89,744	$4,290,661 market value at $47.81 .
PSUs (2022)	2/16/2022	Eligible (earned portions)	71,810	$3,433,236 market value at $47.81 .
PSUs (2023)	2/16/2023	Eligible (earned portions)	31,364	$1,499,513 market value at $47.81 .
PSUs (2023)	2/16/2023	In‑process (future period)	20,008 (max)	$956,582 market value at $47.81 .
PSUs (2024 TSR)	2/23/2024	Earned for 2024 period	23,260	$1,112,061 market value at $47.81 .
PSUs (2024 TSR)	2/23/2024	In‑process (future periods)	46,519 (max)	$2,224,073 market value at $47.81 .
PSUs (2024 Deal/Nom)	2/23/2024	Credited for 2024	96,155	$4,597,171 market value at $47.81 .

Insider Trading Activity and Selling Pressure Indicators

2024 realizations: Torley exercised 110,000 options and had 115,038 shares vest; value realized on exercises $4,734,734 and on vesting $4,125,075 .
2025 Form 4s show multiple 10b5‑1 plan‑driven option exercises (strike $8.11 from 2/3/2016 grant) and same‑day sales as expiry approached; e.g., 60,000 options exercised and sold Sept 2–4, 2025 at ~$71.99–$75.44; beneficial ownership post‑trades ~733,719 shares; plan adopted Mar 21, 2025 .
Additional 10b5‑1 executions Nov 10–12, 2025: 60,000 options exercised at $8.11 and sold at ~$67.89–$71.67; post‑transaction direct ownership ~733,719 shares .
Company policy prohibits pledging and hedging of Company securities; no pledges disclosed .

Employment Terms

Severance (Non‑CIC) and Change‑in‑Control (Double‑Trigger) Economics

Scenario	Cash Multiple	Bonus Treatment	Healthcare Continuation	Equity Treatment
Without Cause (non‑CIC)	CEO: 1.5x (salary + target bonus)	Pro‑rated target bonus	Company‑paid costs over severance period	PSUs: earned tranches vest; in‑process tranches remain outstanding and pro‑rate by service; options exercisable up to 1 year post‑termination (or earlier expiry) .
CIC + Qualifying Termination (double trigger)	CEO: 2.0x (salary + target bonus)	Implicit in multiple	24 months cash for healthcare costs	All unvested equity vests; PSUs accelerate at greater of target or actual to date; for PSU awards, performance period ends at CIC and credited per metric; if assumed, time‑based vest continues with protection on subsequent qualifying termination within 2 years .

Modeled Payouts (if terminated on 12/31/2024)

Scenario	Cash Severance ($)	Healthcare ($)	Equity ($)	Total ($)
Non‑CIC termination without cause	2,304,000	29,939	10,641,982	12,975,921
CIC termination (double trigger)	3,648,000	89,807	24,851,043	28,588,850

Clawback: Policy in place to recover incentive compensation upon accounting restatement as per SEC/NASDAQ rules . Tax gross‑ups: None in ongoing arrangements .

Board Governance

Board leadership: Independent Chair (Jeffrey W. Henderson); CEO and Chair roles separated .
Independence: All directors independent except CEO; Torley is not independent by virtue of CEO role .
Committees: Torley serves on no standing committees; Audit (Chair Barbara Duncan; Henderson; Posard), Compensation (Chair Bernadette Connaughton; Duncan; Matsui), Nominating & Corporate Governance (Chair Matthew Posard; Krishnan; Miyashita) .
Executive sessions: Independent directors meet in executive session at each regular Board meeting .
Attendance: Each director attended ≥75% of Board and committee meetings in 2024 .
Director compensation: Employee directors (including CEO) do not receive Board fees .

Director Compensation Context (for governance quality)

Non‑employee director program uses annual RSUs ($250K) and stock options ($150K) vesting by next annual meeting; cash retainers include $125K for Chair and committee retainers; ownership guideline equals ≥5x base Board retainer .

Say‑on‑Pay, Peer Benchmarking, Consultant

2024 say‑on‑pay approval: 97.9% .
Peer group used for 2024 decisions includes Acadia, Alkermes, Alnylam, Amicus, BeiGene, BioMarin, Blueprint, Exelixis, Insmed, Ionis, Ironwood, Ligand, Neurocrine, PTC, Sarepta, Ultragenyx, United Therapeutics (updates noted) .
Independent compensation consultant: FW Cook; Compensation Committee determined no conflicts of interest .
Committee interlocks: None disclosed .

Performance & Track Record

Metric	2024	Multi‑year
Stock performance	+28% in 2024 (from $37.39 to $47.81)	+223% over five years (from $14.80 on 1/2/2019 to $47.81 on 12/31/2024) .
Revenue	$1,015.3 million	Up from $829.3 million in 2023 .
Net income	$444.1 million (Pay‑vs‑Performance table)	Prior years shown in PVP table .
Strategic	New ENHANZE partner approvals/expansions across Janssen, Roche, Takeda, argenx; execution of ASRs under Board authorization; European patent issuance maintaining DARZALEX SC royalty rate through March 2029 .

Compensation Structure Analysis

Increased at‑risk equity: PSU weighting in CEO LTI rose to 50% in 2024 (from 28.75% in 2023), with remaining mix 35% RSUs and 15% options, emphasizing performance and stock price alignment .
Annual bonus tied primarily to financials (80% weighting: Revenue from existing sources, New Revenue, Adjusted EBITDA), plus operational metrics (20% total), with capped plan and robust definitions .
Shareholder‑friendly features: No single‑trigger CIC; no repricing/buybacks of awards without shareholder approval; no material perquisites; no tax gross‑ups; hedging and pledging prohibited; clawback policy in place .
Ownership alignment: CEO guideline 6x salary; compliance achieved; retention reinforced by 3‑year cliff PSUs and multi‑year vesting .

Related‑Party Transactions and Red Flags

Related‑party transactions: None requiring disclosure since prior fiscal year .
Risk indicators: No evidence of option repricing; high say‑on‑pay support; prohibition on hedging/pledging; separate Chair; however, 2025 insider sales under 10b5‑1 coincided with impending 2016 option expiry (Feb 2026), implying programmatic liquidity rather than discretionary timing .

Compensation Committee Overview

Members: Bernadette Connaughton (Chair), Barbara Duncan, Connie L. Matsui .
Duties: Oversees philosophy, approves CEO and NEO pay, equity awards, employment/severance agreements, and director pay; held five meetings in 2024 .
Independent consultant: FW Cook; peer composition and program design guidance; independence affirmed .

Investment Implications

Alignment and incentives: Elevated PSU mix (50%) tied to relative TSR and deal/nominations plus multi‑year vesting increases alignment and retention; CEO meets ownership guideline (≥6x salary), with hedging/pledging bans and robust clawback, reducing governance risk .
Performance linkage: 2024 bonus driven by strong execution (Revenue from existing sources and Adjusted EBITDA at 200% of target) and strategic milestones (patent filings, HVAI readiness), yielding a 157.8% corporate factor; sustained TSR outperformance over five years supports pay‑for‑performance narrative .
Overhang/selling pressure: 2016 option tranche (376,569 options at $8.11) expires Feb 2026; 2025 10b5‑1‑plan exercises/sales suggest predictable, programmatic supply into expiry; monitor Form 4 cadence but risk appears mitigated by plan usage and remaining ownership base .
Change‑in‑control economics: Double‑trigger CIC multiple of 2.0x salary+target bonus plus full equity acceleration (PSUs at ≥target or actual) is competitive; modeled CEO CIC termination value ~$28.6M as of Dec 31, 2024 underscores retention and potential M&A event sensitivity .

Notes: All data sourced from Halozyme’s 2025 DEF 14A unless otherwise linked; insider trade specifics from publicly available Form 4 summaries and financial news sites (see URLs above).